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Registration (Part 2)

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Registration (Part 3)

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MDX Content Limited

IOWA Platform Terms of Use

1. Terms of Use

These terms of use ("Terms of Use") govern your ("You" or "Your") access to and use of MDX Content Limited’s ("We" or "Us" or "Our") data information platform (the "IOWA Platform") by You and/or Your company (and "You" and "Yours" shall apply to both you and the company). We and You are jointly referred to in this Agreement as the "Parties". Your use of the IOWA Platform is deemed as Your acceptance of the Terms of Use and constitutes a binding legal agreement between You and Us effective from when You click the"I Accept" button.

DRAFT

2. Acceptance

In accepting the Terms or Use You represent to Us that you are legally able to enter into enforceable contracts and, if you are entering into these Terms of Use for a company, You represent that You have the legal authority to bind that company. In the event that You do not agree to all of the Terms of Use, click the button labeled "I Do Not Accept", in which case You do not have Our permission to access and use the IOWA Platform.

3. Your Rights of Use

Once You have accepted the Terms of Use You have a non-exclusive, non-transferable right during the Term to access the IOWA Platform solely to browse company listings and promote and market the company information which is listed on the IOWA Platform, subject to (a) You entering the following information: (i) company name; company logo; contact details; website address; a reasonably detailed description of Your business including marketing materials; a CSV data sample of Your data; and (b) You responding to all reasonable requests for further information by Us and any potential content consumers ("Content Consumers") within a reasonable period of time(collectively "Company Information").

4. Our/Third Party Rights of Use

By providing the Company Information You are granting Us and Content Consumers a non-exclusive, non-transferable right during the Term to store, host, use, process and manipulate the Company Information as it appears on the IOWA Platform.

5. Removal and Update of Information

We reserve the right to remove all or any portion of the Company Information and We shall not be obligated to maintain or update the sample CSV data file provided by You.

6. Registration, Passwords and IOWA Platform administration

Access to the IOWA Platform will be protected by unique user names and passwords ("User IDs"). You are responsible for setting up and maintaining Your User ID. When You register to access the IOWA Platform, You agree to provide only true, accurate, current and complete information on all registration pages. You agree that We may use the information You provide in accordance with Our Privacy Policy. You are entirely responsible for maintaining the confidentiality of such passwords and of Your access (including, if applicable, the passwords of each of Your personnel accessing the IOWA Platform under these Terms of Use). You are responsible for all access to and use of the IOWA Platform through Your passwords. You agree to accept responsibility for all activities that occur under Your account or User IDs, and alsoagree not to sell, transfer or assign Your rights as a user. You agree to(a) immediately notify Us of any unauthorized use of Your password or account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. We reserve the right to deny You access to the IOWA Platform if You violate any of the Terms of Use.

7. Term and Termination

These Terms of Use shall continue for a period of twelve months from the date of initial acceptance by You (the "Term") unless Your access to the IOWA Platform is terminated by You for any reason or by Us as a result of a breach by You, in which case We will immediately disable your access to the IOWA Platform and to any services provided via the IOWA Platform. Provisions in these Terms of Use relating to limits on liability, indemnification and use and protection of information, disclaimers of warranties as well as all other provisions for which survival is equitable or appropriate shall survive the termination of these Terms of Use. Upon termination or expiration of these Terms of Use, We will remove all Company Information from the IOWA Platform. You may re-register at the end of each 12 month period unless Your previous access has been denied by Us as a result of a breach by You of the Terms of Use.

8. Scope of Use

You may use the IOWA Platform solely for your internal business purposes in accordance with these Terms of Use and not for the benefit of any third parties. In addition, You agree not to:

  • restrict or inhibit any other visitor from using the IOWA Platformincluding, without limitation, by means of "hacking", "denial of service attacks" or defacing any portion of the IOWA Platform;
  • use the IOWA Platformfor any unlawful purpose;
  • display, perform, send, receive or store any content that is obscene, inappropriate, offensive, or otherwise objectionable, even if the material or its dissemination is lawful;
  • harass any person or advocate or encouraging violence of any kind against any person, entity or government;
  • intentionally infringe, violate or misappropriate another's intellectual property rights;
  • intentionally or negligently obtain unauthorized access to, or interfere by any means with, any user, system, network, service, or account, including evasion of filters or violation of the security or integrity of any network or system; and
  • intentionally or negligently distribute computer viruses or malware of any kind or sending, receiving or supporting email messages that are unsolicited, deceptive, anonymous, excessively voluminous or that contain falsified identifying information, including spamming and phishing.

9. Confidential Information

Both parties acknowledge that they each may obtain data and information relating to products (such as services, software, specifications and documentation) of the other party, or relating to the parties themselves, which is of a confidential and proprietary nature("Confidential Information"). Confidential Information includes data that you have transmitted into, loaded into or stored in the IOWA Platform, the content contained in the IOWA Platform, any and all communications concerning Our or Your business and marketing strategies, including, but not limited to, employee and customer lists, customer profiles, project plans, design documents, product strategies and pricing data, research, advertising plans, leads and sources of supply, development activities, design and coding, interfaces with the IOWA Platform, anything provided by Us in connection with Our support efforts under this Agreement, including, without limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical plans and other information of the Parties which by its nature can be reasonably expected to be proprietary and confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible form (including information received, stored or transmitted electronically) even though specific designation as Confidential Information has not been made.

Non-use and Non-Disclosure: The Parties recognize and agree that it is an essential part of the business arrangement between the Parties that: (a) the IOWA Platform should be able to share the Company Information with third parties that contract with the IOWA Platform as consumers to access such Information; (b) the Confidential Information of the other Party is critical to such Party’s business; and (c) that neither Party would enter into these Terms of Use without assurance that such information and its value will be protected as provided in this clause 9. As a condition to being provided with any disclosure of or access to Confidential Information, the Party receiving the Confidential Information shall: (i) not access or use, or permit the access or use of, Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms of Use, which contemplates, among other things, the sharing of your data with parties that contract with theIOWA Platform as consumers to obtain the access to such data; (ii) agree to keep such information confidential; (iii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care; (iv) ensure the compliance with, and be responsible and liable for any of its officers, directors, employees advisors and contractors non-compliance with, the terms of this clause9; and(v) notify the other Party in writing immediately of any unauthorized disclosure or use of the disclosing party’s Confidential Information and cooperate with the disclosing Party to protect the confidentiality and ownership of all Confidential Information, privacy rights and other rights therein.

Exclusions: The obligations of confidentiality shall not apply to information that: (i) entered the public domain except as a result of a Party’s breach of these Terms of Use; (ii) prior to disclosure hereunder was already in the receiving Party’s possession without restriction; (iii) subsequent to disclosure hereunder is obtained by the receiving party on a non-confidential basis from a third party who had the right to disclose such information; or (iv) was developed by the receiving Party without use of the Confidential Information.

Disclosure Required by Law: Notwithstanding anything to the contrary herein, each Party may comply with an order from a court or other governmental body of competent jurisdiction and disclose the other Party’s Confidential Information in compliance with that order; provided however, that the such Party may, if legally allowed, give the other Party prior notice to such disclosure and fully cooperate with the other Party, at the other Party’s cost and expense, in seeking a protective order, confidential treatment, or taking other measures to oppose or limit such disclosure. Each Party must not release any more of the other Party’s Confidential Information than is reasonably necessary to comply with an applicable order.

Injunctive Relief: The Parties each acknowledge that the breach by either Party of this clause9 may cause irreparable harm to the non-breaching party for which there is no adequate remedy at law. Accordingly, the parties agree that the disclosing Party may be entitled to seek immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach by Company. Nothing contained herein will limit the disclosing Party’s right to any remedies at law, including the recovery of damages for breach of this clause9.

10. Intellectual Property

You acknowledge and agree that We are the sole and exclusive owner of all Intellectual Property Rights (as defined below) in the IOWA Platform and that We do not convey any proprietary interest in or to the said Intellectual Property Rights other than the rights expressly granted in these Terms of Use. You shall not copy, disclose, publish, display, or assign, transfer, sell, lend, sub-license or otherwise make available Our Intellectual Property or copies thereof to third parties, except as necessary to implement the IOWA Platform on Your website(s). The term "Intellectual Property Rights" means all intellectual property rights protectable by law anywhere throughout the world, including: (i) any idea, design, concept, technique, methodology, process, invention or discovery, whether patentable or not, all patents, patent applications, certificates of invention and all continuations -in -part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; (ii) any works of authorship or expression, whether or not copyrightable, including moral rights and copyrights recognized by domestic or foreign law, together with any renewal or extension thereof and all rights deriving there from; (iii) any logos, trademarks, service marks, trade names and trade dress, and all goodwill relating thereto; and (iv) any trade secrets, know-how, technology licenses, confidential information, shop rights and other intellectual property rights owned or claimed and embodied therein, or associated therewith, or similar rights protectable under any laws or international conventions throughout the world, and in each case including any improvements, enhancements or modifications to, or derivatives from, any of the foregoing, and the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement thereof.

No Rights in Services: You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the IOWA Platform or any software, documentation, or data related to the IOWA Platform; remove any proprietary notices or labels from the IOWA Platform; modify, translate, or create derivative works based on the IOWA Platform; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the IOWA Platform.

11. Representations, Warranties and Covenants; Disclaimers and Remedies

You represent, warrant, and covenant that (i) You will use the IOWA Platformin compliance with these Terms of Use and all laws, rules, and regulations applicable to the performance of Your obligations hereunder (including but not limited to the policies and laws related to intellectual property and proprietary rights, spamming, privacy, obscenity, or defamation); (ii) the Company Information will not include any personally identifiable information or sensitive information; (iii) none of the Company Information does or will infringe, violate, trespass or in any manner contravene or breach or constitute the unauthorized use or misappropriation of any Intellectual Property Right of any third party; and (iv) the Company Information will not include any personally identifiable information or sensitive information.

We represent that We have all rights and authorisations to provide You with access to the IOWA Platform. In no event shall We be responsible for or liable in respect of the Company Information, including the accuracy or completeness thereof.

The IOWA Platformmay be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Us or by third party providers, or because of other causes outside of Our reasonable control, but We shall use reasonable efforts to provide advance notice by email of any scheduled service disruption. However, use of the IOWA Platformand any reliance by You upon the IOWA Platform, including any action taken by You because of such use or reliance is at Your sole risk. We do not warrant that the IOWA Platformwill be uninterrupted or error free, nor do We make any warranty as to the results that may be obtained from use of the IOWA Platform. The IOWA Platformis provided "as is" and, except as set out in this clause 11, We disclaim all warranties express or implied including, but not limited to, warranties of merchantability, fitness for a particular purpose and non-infringement.

12. Limitation of Liability

Neither We nor our officers, directors, employees and agents are liable for any indirect, incidental, consequential, special, exemplary, punitive or other damages whether as a result of breach of contract, negligence or strict liability or as a result of any product or service purchased through Us.

Neither We or our officers, directors, agents and employees will have any liability to You for Your use of or inability to use the IOWA Platformor for errors or omissions in the output of the IOWA Platform, such outputs including, without limitation, the quality or accuracy of any Company Information, screen displays or reports, the transmission and reception of such Company Information, and in the processing of such data by the IOWA Platformor other software or otherwise, regardless of the form of claim or action, in contract, tort, strict liability or otherwise, even if We have been advised of the possibility of such damages or costs. You will hold Us, our officers, directors, agents and employees harmless against any claims or causes of action arising from or related to Your use of or inability to use the IOWA Platform.

13. Indemnity

You agree to indemnify, defend and holdUs and ourofficers, directors, agents, employees and affiliates harmlessfromany and all claims and damages including legal fees and costs) arising from or relating to and any violation of these Terms of Use or any allegation regarding Your use of the IOWA Platform or the company Information.

14. Force Majeure

Neither Party will be liable to the other Party for any internet or telecommunications failure, computer virus, thirdparty interference, or other thirdparty software or hardware that may interrupt or delay access to the IOWA Platform or cause other problems or losses, including the loss of your Company Information. Neither Partywill be liable to the other Party for any delay or failure to fulfill any obligations that results from an act of God, war, civil disturbance, court order, legislative or regulatory action or any other cause beyond that Party’s reasonable control.

15. General

  1. Assignment: You may not assign these Terms of Use without Our prior written consent, such consent not to be unreasonably withheld. These Terms of Use shall be for the benefit of, and be binding upon, You and Us and Your and Our successors and assigns.
  2. Choice of Law and Venue: These Term of Use shall be governed by and construed in accordance with the laws of England and the non-exclusive jurisdiction of the English courts, and You waive any objection which You may have based on improper venue or forum non-conveniens to the conduct of any such action or proceeding in such court.
  3. Severability; Waiver; Headings: If any provision of these Terms of Use is held invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions of these Terms of Use shall not in any way be affected or impaired. Any failure by Us to enforce or exercise any provision of these Terms of Use or related right shall not constitute a waiver of that right or provision. The section titles used in these Terms of Use are purely for convenience and carry with them no legal or contractual effect.
  4. Independent Contractors: The Partiesare independent contractors and nothing in these Terms of Use shall be construed to create a partnership, joint venture, agency relationship or other joint enterprise between the Parties.
  5. Entire Agreement: These Terms of Use constitute and contain the entire agreement between the Partieswith respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements.
  6. Amendments or Modifications: Except as otherwise stated herein, modifications or amendments to these Terms of Use shall be enforceable only if they are in writing and are signed by an authorized representative of each Party.

16. Modification of Agreement

We reserve the right, in Our sole and absolute discretion, to modify this Agreement at any time and with or without prior notice. If this Agreement is modified, the modification(s) will be posted on the IOWA Platform or otherwise made available. You agree that by continuing to access or use the IOWA Platform after any such modification You are indicating that You have read, understood and agree to be bound by the modified Terms of Use. If You do not agree to the modified Terms of Use then you have no right to continue to access the IOWA Platformand You must cease using the IOWA Platform immediately. If this Agreement is accepted by You on behalf of a corporation, partnership, limited liability company or other legal entity, You, on that entity’s behalf (by clicking on the "Accept" button) represent and warrant that You are authorised to accept this Agreement on behalf of such entity, and that the entity will be bound by such acceptance.

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